Attached files

file filename
EX-31.1 - EXHIBIT - CALIFORNIA PETROLEUM TRANSPORT CORPexhibit311.htm
EXCEL - IDEA: XBRL DOCUMENT - CALIFORNIA PETROLEUM TRANSPORT CORPFinancial_Report.xls
EX-31.2 - EXHIBIT - CALIFORNIA PETROLEUM TRANSPORT CORPexhibit312.htm
EX-32.2 - EXHIBIT - CALIFORNIA PETROLEUM TRANSPORT CORPexhibit322.htm
EX-32.1 - EXHIBIT - CALIFORNIA PETROLEUM TRANSPORT CORPexhibit321.htm


FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended
June 30, 2013

Or

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from
 
to
 

Commission File Number:
033-79220

California Petroleum Transport Corporation
(Exact name of registrant as specified in its charter)

Delaware
 
04-3232976
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
114 West 47th Street, Suite 2310, New York, New York 10036
(Address of principal executive offices) (Zip Code)
 
(212) 302-5151
(Registrant's telephone number, including area code)
 
 
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
[X] Yes  [_] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
[X ] Yes  [_] No





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non- accelerated filer. See the definitions of "large accelerated filer", "accelerated filer", "non-accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer
[_]
 
Accelerated filer
[_]
Non-accelerated filer
[X]
 
Smaller Reporting Company
[_]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
[_] Yes   [X] No

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
 
[_] Yes   [_] No

Number of shares outstanding of each class of Registrant's Common Stock as of August 8, 2013

1,000 shares Common Stock, $1.00 par value per share






California Petroleum Transport Corporation
Quarterly Report on Form 10-Q
 
 
 
Page
Part I
Financial Information
 
Item 1
Financial Statements
2
Item 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
9
Item 3
Quantitative and Qualitative Disclosures about Market Risk
10
Item 4
Controls and Procedures
10
 
 
 
Part II
Other Information
 
Item 1
Legal Proceedings
12
Item 1A
Risk Factors
12
Item 2
Unregistered Sales of Equity Securities and Use of Proceeds
12
Item 3
Defaults Upon Senior Securities
12
Item 4
Mine Safety Disclosures
12
Item 5
Other Information
12
Item 6
Exhibits
13
 
 
 
Signatures
 
15






CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Matters discussed in this report may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

California Petroleum Transport Corporation, or the Company, desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. This report and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. When used in this report, the words "believe," "anticipate," "intend," "estimate," "forecast," "project," "plan," "potential," "may," "should," "expect" and similar expressions identify forward-looking statements.

The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

In addition to these important factors and matters discussed elsewhere herein and in the documents incorporated by reference herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies, general market conditions, including fluctuations in charterhire rates and vessel values, changes in demand in the tanker market, including changes in demand resulting from changes in OPEC's petroleum production levels and world wide oil consumption and storage, changes in the Company's operating expenses, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, and other important factors described from time to time in the reports filed by the Company with the Securities and Exchange Commission, or the Commission.

We caution readers of this report not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward looking statements are not guarantees of our future performance, and actual results and future developments may vary materially from those projected in the forward looking statements. Please see our Risk Factors in Item 3 of our annual report on Form 10-K for the year ended December 31, 2012 for a more complete discussion of these and other risks and uncertainties.

1



PART I - FINANCIAL INFORMATION



ITEM 1 – FINANCIAL STATEMENTS

California Petroleum Transport Corporation
Unaudited Balance Sheets as at June 30, 2013 and December 31, 2012
(in thousands of US$)

 
 
June 30,
2013

 
December 31, 2012

ASSETS
 
 
 
 
Current assets
 
 
 
 
Cash and cash equivalents
 
1

 
1

Current portion of Term Loans
 
9,526

 
9,526

Interest receivable
 
406

 
609

Other current assets
 
9

 
25

Total current assets
 
9,942

 
10,161

Term Loans, less current portion
 
9,384

 
18,868

Deferred charges
 
141

 
183

Total assets
 
19,467

 
29,212

 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
Current liabilities
 
 
 
 
Accrued interest
 
406

 
609

Current portion of Term Notes
 
9,526

 
9,526

Other current liabilities
 
9

 
25

Total current liabilities
 
9,941

 
10,160

Term Notes, less current portion
 
9,525

 
19,051

Total liabilities
 
19,466

 
29,211

Equity
 
 
 
 
Share capital
 
1

 
1

Total liabilities and equity
 
19,467

 
29,212





See notes to the unaudited financial statements.



2



California Petroleum Transport Corporation
Unaudited Statements of Operations and Retained Earnings for the three month and six month periods ended June 30, 2013 and 2012
(in thousands of US$)

 
 
Three months ended June 30
 
Six months ended June 30,
 
 
2013

 
2012

 
2013

 
2012

Revenue
 
 
 
 
 
 
 
 
Interest income
 
426

 
629

 
1,056

 
1,462

Expenses reimbursed
 
3

 
7

 
9

 
13

Net operating revenues
 
429

 
636

 
1,065

 
1,475

Expenses
 
 
 
 
 
 
 
 

Administrative expenses
 
(3
)
 
(7
)
 
(9
)
 
(13
)
Amortization of debt issue costs
 
(21
)
 
(21
)
 
(42
)
 
(42
)
Interest expense
 
(405
)
 
(608
)
 
(1,014
)
 
(1,420
)
Total operating expenses
 
(429
)
 
(636
)
 
(1,065
)
 
(1,475
)
Net income
 

 

 

 

Retained earnings, beginning of period
 

 

 

 

Retained earnings, end of period
 

 

 

 



 

See notes to the unaudited financial statements.



3



California Petroleum Transport Corporation
Unaudited Statements of Cash Flows for the six month periods ended June 30, 2013 and 2012
(in thousands of US$)

 
 
Six month period
ended June 30,
 
 
2013

 
2012

Net income
 

 

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 

Amortization of deferred debt issue costs
 
42

 
42

Amortization of issue discount on loan receivable
 
(42
)
 
(42
)
Changes in operating assets and liabilities:
 
 
 
 
Interest receivable
 
203

 
203

Other current assets
 
16

 
3

Accrued interest
 
(203
)
 
(203
)
Other current liabilities
 
(16
)
 
(3
)
Net cash provided by operating activities
 

 

Cash flows from investing activities
 
 
 
 
Collections on Term Loans
 
9,526

 
9,526

Net cash provided by investing activities
 
9,526

 
9,526

Cash flows from financing activities
 
 
 
 
Repayment of Term Notes
 
(9,526
)
 
(9,526
)
Net cash used in financing activities
 
(9,526
)
 
(9,526
)
Net change in cash and cash equivalents
 

 

Cash and cash equivalents at beginning of period
 
1

 
1

Cash and cash equivalents at end of period
 
1

 
1

 
 
 
 
 
Supplemental disclosure of cash flow information
 
 
 
 
Interest paid
 
1,217

 
1,623


 
 
 
See notes to the unaudited financial statements.



4



California Petroleum Transport Corporation
Notes to the unaudited financial statements


1.           DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
 
California Petroleum Transport Corporation (the "Company"), which is incorporated in Delaware, is a special purpose corporation that was organized solely for the purpose of issuing, as agent on behalf of CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (Bahamas III) Limited and CalPetro Tankers (IOM) Limited (each an "Owner" and, together the "Owners"), $167,500,000 Serial First Preferred Mortgage Notes, or the Serial Notes, and $117,900,000 8.52% First Preferred Mortgage Notes due in 2015, which we refer to as the Term Notes and together with the Serial Notes as the Notes. The Serial Notes were fully repaid April 1, 2006. The proceeds from the sale of the Notes were applied by way of long-term loans, being Serial Loans in respect of the Serial First Preferred Mortgage Notes and Term Loans in respect of the First Preferred Mortgage Notes due in 2015, to the Owners to fund the acquisition of four vessels (the "Vessels") from Chevron Transport Corporation ("Chevron").
 
Currently, the Owners charter three of the Vessels to Chevron under bareboat charters that are expected to provide sufficient payments to cover the Owners' obligations to the Company. CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited and CalPetro Tankers (IOM) Limited received no notice from Chevron to terminate their bareboat charters by the required dates. Consequently, the charters will continue until April 1, 2015.

The fourth Vessel (the "Front Voyager") was chartered under a bareboat charter to Front Voyager Inc. (the "Charterer"), a wholly owned subsidiary of Frontline Ltd. (the "Front Voyager Charter"). Pursuant to the Front Voyager Charter, the Charterer agreed to charter the Front Voyager as of April 1, 2006 for an initial two-year period (the "Initial Period") with a further seven annual optional periods. The charterhire payable for the Initial Period was $5.05 million. This was prepaid in full on March 31, 2006. On March 25, 2009, the Charterer exercised its option to extend the charter for the second one-year optional period beginning April 1, 2009 at a cost of $1.8 million. On January 5, 2010, the Charterer gave notice that it would terminate the charter and paid a termination fee of $4.9 million on April 1, 2010 in accordance with the bareboat charter. A Memorandum of Agreement, dated March 15, 2010, was signed regarding the sale of the Front Voyager for $8.3 million and delivery to the buyer occurred on April 8, 2010. After the sale of Front Voyager, the Owner, CalPetro Tankers (Bahamas III) Limited, will continue in existence but will not actively engage in any business other than in connection with ongoing corporate affairs.

The Company's only source of funds with respect to the Term Notes is the payment of the principal and interest on the Term Loans by the Owners. The Company does not have any other source of capital for payment of the Term Notes. The Owners' only sources of funds with respect to its obligation to the Company are the payments by Chevron. The Owners do not have any other source of capital for payment of the Term Loans.

The interim financial statements of the Company have been prepared in accordance with generally accepted accounting principles ("GAAP") for interim financial information and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements are unaudited and should be read in conjunction with the audited financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2012. The Company follows the same accounting policies in the preparation of interim reports. In the opinion of management, the financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair statement of the financial condition, results of operations and cash flows of the Company for the interim periods presented and are not necessarily indicative of a full year's results.

2.           PRINCIPAL ACCOUNTING POLICIES

(a)           Revenue and expense recognition

Interest receivable on the Term Loans is accrued on a daily basis.  Interest payable on the Term Notes is accrued on a daily basis. The Owners reimburse the Company for general and administrative expenses incurred on their behalf.

(b)           Deferred charges
 
Deferred charges represent the capitalization of debt issue costs. These costs are amortized over the term of the Term Notes to which they relate on a straight line basis, which is not materially different to the effective interest rate method.
 
(c)           Reporting and functional currency

5




The reporting and functional currency is the United States dollar.

(d)           Use of estimates

The preparation of financial statements in accordance with US GAAP requires the Company to make estimates and assumptions in determining the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities on the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

(e)           Recently Issued Accounting Pronouncements
 
There were no new accounting standards implemented in 2013 that had an impact on our results or new accounting standards to be implemented in the future that we expect to have an impact on our results when adopted.


3.           TERM LOANS

The principal balances of the Term Loans earn interest at a rate of 8.52% per annum and are to be repaid in full on April 1, 2015.


4.           TERM LOANS COLLATERAL

The Term Loans are collateralized by first preferred mortgages on the Vessels to the Company. The earnings and insurance relating to the Vessels subject to the charters with Chevron have been collaterally assigned pursuant to an assignment of earnings and insurance to the Company, which in turn has assigned such assignment of earnings and insurance to The Bank of New York Mellon as the collateral trustee (the "Trustee"). The charters with Chevron and the Chevron Guarantees (where the obligations of Chevron are guaranteed by Chevron Corporation) relating to the Vessels have been collaterally assigned pursuant to the assignment of initial charter and assignment of initial charter guarantee to the Company, which in turn has assigned such assignments to the collateral trustee.  The capital stock of each of the Owners has been pledged to the Company pursuant to stock pledge agreements which have also been collaterally assigned to the Trustee.

On October 3, 2011, pursuant to the Collateral Trust Agreement, excess funds held by the Trustee in the amount of $6.7 million allocable to CalPetro Tankers (Bahamas III) Limited became available for release from the relevant trust account as a result of sufficient funds remaining on deposit at the Trustee for the payment in full of principal and interest on the Term Notes as they become due and were released to CalPetro Tankers (Bahamas III) Limited on the same date. CalPetro Tankers (Bahamas III) Limited paid a dividend of $6.7 million on December 15, 2011.

5.           DEFERRED CHARGES
(in thousands of $)
 
June 30, 2013

 
December 31, 2012

Debt arrangement fees
 
3,400

 
3,400

Accumulated amortization
 
(3,259
)
 
(3,217
)
 
 
141

 
183

 

6.           TERM NOTES

(in thousands of $)
 
June 30, 2013

 
December 31, 2012

8.52% Term Notes due 2015
 
19,051

 
28,577

Total debt
 
19,051

 
28,577

Less: short-term portion
 
(9,526
)
 
(9,526
)
 
 
9,525

 
19,051


The outstanding debt as of June 30, 2013 is repayable as follows:

6



 
(in thousands of $)
 
2014
9,526

2015
9,525

 
19,051

 
A make whole premium of $2.1 million for the early redemption of debt following the sale of Front Voyager by one of the Owners was paid in April 2010. In addition, fees of $0.9 million relating to the consent solicitation process relating to the sale of Front Voyager and its release from the collateral securing the Term Notes, and the redemption and cancellation of the portion of the outstanding principal amount of the Term Notes allocated to the Front Voyager were incurred in April 2010.

The Term Notes bear interest at a rate of 8.52% per annum. Interest is payable semi-annually. The Term Notes include certain covenants such as restriction on the payment of dividends and making additional loans or advances to affiliates. At June 30, 2013 and December 31, 2012, the Company was in compliance with these covenants.

As of June 30, 2013, the effective interest rate for the Term Notes of the Company was 8.52%.
 

7.           SHARE CAPITAL
(in thousands of $)
 
June 30, 2013

 
December 31, 2012

Authorized, issued and fully paid share capital:
 
 
 
 
1,000 shares of $1.00 each
 
1

 
1



8.           FINANCIAL INSTRUMENTS
 
Fair values
 
The carrying value and estimated fair value of the Company's financial instruments at June 30, 2013 and December 31, 2012 are as follows:
 
(in thousands of $)
 
June 30, 2013
Fair
Value

 
June 30, 2013 Carrying Value

 
Dec 31, 2012
Fair
Value

 
Dec 31, 2012
Carrying
Value

Cash and cash equivalents
 
1

 
1

 
1

 
1

Term Loans
 
18,570

 
18,910

 
27,883

 
28,394

Term Notes
 
18,708

 
19,051

 
28,063

 
28,577

 
The estimated fair value of financial assets and liabilities are as follows:

(in thousands of $)
 
June 30, 2013
Fair value

 
Level 1

 
Level 2

 
Level 3

Financial assets:
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
1

 
1

 

 

Term Loans
 
18,570

 

 
18,570

 

Financial liabilities:
 
 
 
 
 
 
 
 
Term Notes
 
18,708

 

 
18,708

 


The following methods and assumptions were used to estimate the fair value of each class of financial instrument;

Cash and cash equivalents - the carrying value is a reasonable estimate of fair value.

7




Term Loans – the estimated fair value of the Term Loans is based on the quoted market prices of the Term Notes.

Term Notes – the estimated fair value of the Term Notes is based on the market price achieved in the last significant trading of the notes (level two per ASC Topic 820).

Concentrations of risk

The Company's only source of funds for the repayment of the principal and interest on the Term Notes are the repayments from the Owners. The Owners only source of funds for the repayment of the principal and interest on the Term Loans due to the Company are from charterhire payments from Chevron as well as investment income and the proceeds, if any, from the sale of any of the Vessels. Accordingly, the Company's ability to service its obligations on the Term Notes is wholly dependent upon the financial condition, results of operations and cash flows from the Owners.


8




ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Results of Operations

Three and six months ended June 30, 2013 compared with the three and six months ended June 30, 2012

Amounts included in the following discussion are derived from our unaudited interim financial statements for the three and six month periods ended June 30, 2013 and 2012.
 
Interest income
 
Three months ended June 30
 
Six months ended June 30
(in thousands of $)
2013

 
2012

 
2013

 
2012

Interest income
426

 
629

 
1,056

 
1,462


Interest income decreased in the six months ended June 30, 2013 compared to the same period in 2012 primarily due to a decrease in the principal balance of Term Loans receivable. On April 1, 2013, the Owners repaid a total principal amount of $9.5 million on the Term Loans

Interest income decreased in the three months ended June 30, 2013 compared to the same period in 2012 primarily due to a decrease in the principal balance of Term Loans receivable.

Expenses reimbursed
 
Three months ended June 30
 
Six months ended June 30
(in thousands of $)
2013

 
2012

 
2013

 
2012

Expenses reimbursed
3

 
7

 
9

 
13

 
Administrative expenses, which are incurred by us are billed to the Owners. Please see the discussion on administrative expenses below.

Interest expense
 
Three months ended June 30
 
Six months ended June 30
(in thousands of $)
2013

 
2012

 
2013

 
2012

Interest expense
405

 
608

 
1,014

 
1,420


The decrease in interest expense for the six months ended June 30, 2013 compared to the same period in 2012 is primarily due to a decrease in the principal balance of Term Notes payable. On April 1, 2013, we repaid a total principal amount of $9.5 million on the Term Notes.

The decrease in interest expense for the three months ended June 30, 2013 compared to the same period in 2012 is consistent with expectations resulting from the interest being charged on a lower principal balance.

Administrative expenses
 
Three months ended June 30
 
Six months ended June 30
(in thousands of $)
2013

 
2012

 
2013

 
2012

Administrative expenses
(3
)
 
(7
)
 
(9
)
 
(13
)
 
The decrease in administrative expenses for the six months and three months ended June 30, 2013 compared to the same periods in 2012 is primarily due to a decrease in audit fees.


9



Liquidity and Capital Resources

We are a passive entity, and our activities are limited to collecting cash from the Owners and making repayments on the Term Notes. We have no source of liquidity and no capital resources other than the cash receipts attributable to the Term Loans.

Off-balance Sheet Arrangements

We have no off-balance sheet arrangements that have, or are reasonably likely to have, a material current effect or that are reasonably likely to have a material future effect on its financial condition, revenues or expenses, liquidity, capital expenditures or capital reserves.

Critical Accounting Policies
 
There have been no material changes to our critical accounting policies and estimates from the information provided in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our annual report on Form 10-K for the year ended December 31, 2012.


ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None of the instruments issued by us are for trading purposes. We are exposed to business risk inherent in the international tanker market as outlined in "Item 1A. Risk Factors" in our annual report on Form 10-K for the year ended December 31, 2012.
 
The Company's only source of funds for the repayment of the principal and interest on the Term Notes are the repayments from the Owners. The Owners only source of funds for the repayment of the principal and interest on the Term Loans due to the Company are from charterhire payments from Chevron as well as investment income and the proceeds, if any, from the sale of any of the Vessels. Accordingly, the Company's ability to service its obligations on the Term Notes is wholly dependent upon the financial condition, results of operations and cash flows from the Owners.

Quantitative information about market risk instruments as of June 30, 2013 is as follows:
 
Term Notes
 
The principal balances of the Term Notes accrue interest at a rate of 8.52% per annum and are to be repaid in full on April 1, 2015. The table below provides the final principal payments on the Term Notes.

Scheduled payment date
$'000

April 1, 2014
9,526

April 1, 2015
9,525

Total debt
19,051


The outstanding amount of Term Notes as of June 30, 2013 was $19.1 million.
 
The principal balances of the Term Loans earn interest at a rate of 8.52% per annum and are to be repaid in full on April 1, 2015 on the same basis as the Term Notes.


ITEM 4 – CONTROLS AND PROCEDURES

(a)  Disclosure Controls and Procedures
 
Our management, including our principal executive and financial officers, with the participation of our manager, Frontline Ltd., assessed the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, as of June 30, 2013.  Based upon that evaluation, our management, including our principal executive and financial officers, with the participation of our manager, Frontline Ltd., concluded that the Company's disclosure controls and procedures were effective as of June 30, 2013.
 

10



(b)  Changes in Internal Control over Financial Reporting
 
There were no changes in our internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.


11



PART II - OTHER INFORMATION


Item 1.    Legal Proceedings
 
None.

Item 1A.    Risk Factors

Management of the Company does not believe there have been any material changes in the risk factors that were disclosed in the Company's annual report on Form 10-K for the year ended December 31, 2012, which was filed with the Commission on March 18, 2013.


Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
 
None.


Item 3.    Defaults Upon Senior Securities

None.


Item 4.    Mine Safety Disclosures

None.


Item 5.    Other Information

None.



12



Item 6 – Exhibits
3.1*
Certificate of Incorporation of California Petroleum Transport Corporation (filed as Exhibit 3.1 to Registrant's Registration Statement on Form S-1, Commission File Number 33-79220, and incorporated herein by reference).
 
 
3.2*
Bylaws of California Petroleum Transport Corporation (filed as Exhibit 3.2 to Registrant's Registration Statement on Form S-1, Commission File Number 33-79220, and incorporated herein by reference).
 
 
4.4*
Bareboat Charter between CalPetro Tankers (Bahamas III) Limited and Front Voyager Inc. dated March 31, 2006 (filed July 8, 2008 as Exhibit 4.4 on Form 20-F/A, Commission File No. 33-79220).
 
 
4.5*
Assignment of Charter between CalPetro Tankers (Bahamas III) Limited and Front Voyager Inc. dated March 31, 2006 (filed July 8, 2008 as Exhibit 4.5 on Form 20-F/A, Commission File No. 33-79220).
 
 
4.6*
Amendment No. 2 to Management and Remarketing Agreement between CalPetro Tankers (Bahamas III) Limited and Frontline Ltd. dated as of April 8, 2010 (filed April 29, 2010 as Exhibit 4.6 on Form 20-F, Commission File No. 33-79220).
 
 
4.7*
Amendment No. 2 to the Collateral Trust Agreement among CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (Bahamas III) Limited, CalPetro Tankers (IOM) Limited, The Bank of New York Mellon Trust Company, N.A., as indenture trustee, The Bank of New York Trust Company, N.A., as collateral trustee and California Petroleum Transport Corporation, dated as of April 1, 2010 (filed April 29, 2010 as Exhibit 4.7 on Form 20-F, Commission File No. 33-79220).
4.8*
Termination of Assignment of Charter between CalPetro Tankers (Bahamas III) Limited and California Petroleum Transport Corporation (dated as of April 8, 2010 as Exhibit 4.8 filed April 29, 2010 on Form 20-F, Commission File No. 33-79220).
 
 
4.9*
Termination of Statutory Mortgage between CalPetro Tankers (Bahamas III) Limited and The Bank of New York Mellon Trust Company, N.A., dated as of April 8, 2010 (filed April 29, 2010 as Exhibit 4.9 on Form 20-F, Commission File No. 33-79220).
 
 
4.10*
Termination of Deed of Covenants between CalPetro Tankers (Bahamas III) Limited and California Petroleum Transport Corporation dated as of April 8, 2010 (filed April 29, 2010 as Exhibit 4.10 on Form 20-F, Commission File No. 33-79220).
 
 
4.11*
Termination of Term Loan Agreement between CalPetro Tankers (Bahamas III) Limited and California Petroleum Transport Corporation dated as of April 8, 2010 (filed April 29, 2010 as Exhibit 4.11 on Form 20-F, Commission File No. 33-79220).
 
 
4.12*
Termination of Debenture between CalPetro Tankers (Bahamas III) Limited and California Petroleum Transport Corporation dated as of April 8, 2010 (filed April 29, 2010 as Exhibit 4.12 on Form 20-F, Commission File No. 33-79220).
 
 
4.13*
Termination of Assignment of Earnings and Insurances between CalPetro Tankers (Bahamas III) Limited and California Petroleum Transport Corporation dated as of April 8, 2010 (filed April 29, 2010 as Exhibit 4.13 on Form 20-F, Commission File No. 33-79220).
 
 
4.14*
Termination of Assignment of Purchase Agreement between CalPetro Tankers (Bahamas III) Limited and California Petroleum Transport Corporation dated as of April 8, 2010 (filed April 29, 2010 as Exhibit 4.14 on Form 20-F, Commission File No. 33-79220).
 
 
31.1
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended

13



 
31.2
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
 
 
32.1
Certifications of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
32.2
Certifications of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.
INS**
XBRL
Instance Document
101.
SCH**
XBRL
Taxonomy Extension Schema
101.
CAL**
XBRL
Taxonomy Extension Schema Calculation Linkbase
101.
LAB**
XBRL
Taxonomy Extension Schema Label Linkbase
101
DEF** 
XBRL
Taxonomy Extension Definition Linkbase
101.
PRE**
XBRL
Taxonomy Extension Schema Presentation Linkbase

*
Incorporated by reference to the filing indicated.
**
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under such sections.



14




SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
  
 
 
 
California Petroleum Transport Corporation
        (Registrant)
 
 
 
Date:  August 8, 2013
By:
/s/ Damian A. Perez
 
 
 
Damian A. Perez
 
 
Director, President and Treasurer
(Principal Executive Officer and
Principal Financial Officer)


15